Man of Steel
by Destro McCullen
Summary: In an epic Marvel/DC crossover, witness the rise of the greatest hero of all time. See the secret origins of Superman, his allies and foes unfold in this epic story if you think you know everything about the Man of Steel think again.
1. Prologue 1

My name is Jor El I was one of the top scientists on my planet a world known as Krypton. We were an advanced civilization albeit a flawed one like so many others. During the final days of my planet I only had time to build a ship for my one and only son Kal El.

The last thing my wife and I saw as the world burned was Kal El flying off toward his new home. When his ship arrived he was found by a couple who raised him as their own son I owe them more than I can possibly say for that. They lived happily for many years as a normal family regrettably however their happiness was short lived an organization known as S.H.I.E.L.D. learned of my son's existence they made attempts to take him from the Kent Family but were turned down at every attempt.

That was when Hydra an organization not so different from S.H.I.E.L.D. entered they took my son by force killed the couple who welcomed my son as one of their own as well as any S.H.I.E.L.D. agent not secretly aligned with Hydra. Knowing my son's potential Hydra did whatever they could to break from standard brain washing tactics to forcing him to comply.

None of it worked of course until finally a man by the name of John Garrett came up with a plan. The idea was to take the memories of an ideal Hydra recruit and place them inside my son and when his powers emerged make him the perfect weapon for Hydra.

As you might have surmised nothing went as they planned when Garrett died the project died with him and now that my son was freed from their control his powers had begun to awaken it took time as you might suspect somewhere over a year and as his powers awakened so did his memories his real memories.

Eventually my son made it to the Fortress of Solitude the last great collection of kryptonian knowledge. Five years have since passed and my son has embraced his destiny though he does not live among the humans as I had hoped his experience with humans has caused him to become socially withdrawn he lives in the shadows a silent protector. I do not know if the humans are aware of what he has done for them though it's unlikely.

My son is not alone in his quest to protect the earth he has made allies of some very remarkable people they do not support his decision to live in the shadows but they do understand his reasons. However there comes a time when no matter what your sins you must step out of the darkness and into the light.


	2. Prologue 2

Clark stood on top of a large skyscraper listening desperately trying to find Lois _Damn it where is she? Why can't I hear her? _These were the only thoughts streaming through his mind.

Bruce or as he was more commonly referred to as Batman watched his friend struggle to find Lois "Clark I know this isn't easy you should get some rest me and Flash can search the city while-"

"I don't let anyone in Bruce!" Clark shouted his fist pounding into the buildings edge nearly shattering it "You knew this and still you and the others pressured me to put myself out there and make connections with people."

Bruce said nothing he just stood quietly as Clark struggled with the situation in truth he didn't know what to say even so he put his hand on "We will save her Clark but I need to tell you something."

Clark turned to meet Bruce's eyes "What Bruce?"

"I told _her_ everything I told her about Lex, about how he was secretly stealing S.H.I.E.L.D. secrets and selling them on the black market, about how he was lying to _her_, Coulson, and the others from the start even to you." After a few moments Bruce noticed a sad expression filling Clark's face "What's wrong Clark?"

"It's nothing it's just-" Clark stopped for a moment trying find the words he wanted to say "it's just how could it be him? I mean I get what happened with me but Hydra had me thinking I was this spy of theirs and I did what all spies do I lied and I killed the people whose trust I worked to gain and after my real self and memories came back I was racked with guilt but him he-" Clark was still trying to find the right words "he did it for money and power I mean if he was some misguided grunt who Hydra or even A.I.M. had under their thumb that I could understand because that's the personality I was mentally programmed with all those years ago."

"Except Lex wasn't misguided or being manipulated in fact in some ways he was worse than you. Especially since he completely reinvented himself as someone else just to join S.H.I.E.L.D. some might say he was even better at deception then you."

Clark shook his head "No because as much as I want to say he was worse the fact remains that I-"

Clark stopped he was starting to hear something a voice in all the chaos and confusion of the city a voice that said "Hello Ward well I guess I should start calling you Superman I mean that is what you go by these days and since the real Grant Ward's body was found a few years ago I guess it's only appropriate to call you by the latter. Regardless I just wanted to say I never really hated you I mean it took all these years but I finally realized it wasn't you that crushed my soul."

Clark's heart started to race without thinking he flew off into the direction of Lex's voice "You see Superman the truth is you and Coulson inspired me to do more to be more. Which is why I don't understand why you choose to hide from the world I mean you could do so much achieve so much and be… so much. I realize given what you've discovered about me you probably thought I was a hypocrite for being angry and I'm sorry for that because the cold and sad truth Superman is you didn't ruin me they did you just showed me who they were behind the masks. I was just too blinded by shock to realize the gift you had given me you see I had planned to come clean confess my crimes to Coulson tell him my real name and everything because the two of you woke something up in me and for the first time I wanted to do the right thing. Then Hydra popped up and I learned the truth about you well at least half of it."

Clark followed the sound of his voice to the harbor he looked around frantically still listening to the voice "That's why I was so devastated I think. You made me believe in good and then you showed me that inside everyone there is darkness. Like Coulson a good man a really good man would have gotten me help and I mean real professional help but instead he kept me around in the lab like a little pet why? It was because he valued my skills and potential over my own well-being.

"He's so sanctimonious isn't he Superman? He and Skye there's no grey area with them is there? They never even tried to see the good in you even after you helped Skye she repaid you by shooting you in the back. Now even to a guy like me that's pretty cold don't you think? While we're on the subject why do you think Skye was always pointing out the differences between S.H.I.E.L.D. and Hydra? I've always suspected that it was because she didn't really believe they were different and had to tell herself they were so she could live with herself. Yet still you try you try to save this doomed world. What you don't realize Superman is that the world is in chaos now and it has to be taken out of chaos by someone with complete control."

Finally locating the source of Lex's voice, Clark charged through an old brick building after a quick look he was surprised to find that no one was there still he kept looking finding a recording device still playing Lex's voice "By now I imagine you've discovered the recording I want you to know Superman that I have no intention of harming Lois so long as you and your League stand down but in case you get any ideas I've asked my associate to keep you busy." The recording stopped.

"Why are you doing this Lex? I don't understand." Clark asked reflecting on all Lex had said.

"Beats the hell out me but if it means I get to kill you I don't really care!" A metallic fist came out of nowhere hitting Clark in the face he went flying into a stack of wooden crates. Immediately Clark tried to stand up but the closer his attacker got to him he suddenly felt sick. Clark noticed a green glow and looked up further now seeing an all too familiar face John Corben.


	3. Chapter 1

**Smallville Cemetery…**

Clark stood before the graves of his parents he'd avoided coming to see them for as long as he could partly out of guilt and partly out of shame. He dressed in a black suit, white shirt and blue tie while hold flowers in each hand for a while he didn't say anything he just stood there thinking about what he should say until finally he placed the flowers before his parents headstones.

Finally after a cold wind blew across the field Clark broke his silence "I know I haven't been around much lately Mom, Dad and I want you to know I'm sorry. Look I know I wasn't always the best kid I know I broke your hearts a few times and I'm sorry for that and I'm even sorrier that I couldn't protect you. I haven't been the best person these last few years and while I could blame it all on Hydra screwing with my mind and memories I know in my heart that I made my own choices I may have had Grant Ward's memories but at the end of the day I still-"

Clark stopped unable to bring himself to speak he turned toward his dad's grave "You know Dad when I was under Hydra's control I met this man named Phil Coulson you would have liked him at least I like to think you would have. He kind of reminds me of you and after the programing Hydra gave me wore off I started to think about something he said how I had the rest of my life to decide who I was going to be or something like that.

"I guess what I'm trying to say is that you two don't need to worry about me any more I need you two to trust who I'm going be and in everything I'm going to do. You will always be my parents no matter what others might say that will never change." Another breeze blew this time scattering fallen leaves and as one leaf blew in front of Clark he vanished.

**S.H.I.E.L.D. Headquarters, Washington D.C. …**

Coulson was looking over multiple reports for months he'd suspected that someone had been stealing SHIELD secrets and technology but had been unable to find a pattern until now though he still had no idea who the traitor was it made him uneasy the idea that he couldn't trust the people under his command mostly because it reminded him of Grant Ward.

"Just who the hell are you?" Coulson asked looking at a blurred image if only it was a bit clearer he would know who was selling S.H.E.I.L.D.'s secrets. However it wasn't and Coulson had only a blurry face to look at.

After a few moments of starring Coulson heard a knock on his door "Come in."

To Coulson's surprise it was Fitz that walked in his office "Coulson hi I need to tell you something."

At first Coulson didn't know what to say over the years Fitz had become more and more socially withdrawn he rarely spoke to most of the old team and in truth so did they. It was to Coulson's shame out of fear that he and the rest of the old team avoided Fitz "Uh Fitz please come in how are you?"

Fitz let out a weak laugh as he straightened his tie "I'm fine Coulson in fact I've got my problem with words well under control so you don't need to feel awkward around me." Fitz explained as he sat down in front of Coulson's desk "You know I remember when we first started working together you, me, Skye, Simmons, May, and-" Fitz stopped himself it was funny how just mentioning the name of a former friend could make you choke up with emotion.

"Ward?" Coulson asked finishing for Fitz.

Fitz smiled bitterly "Yes Ward I still find to believe you know. I mean he was the best of us wasn't he? I sometimes saw him as this angelic protector that could do no wrong and I think or rater I'd like to think that there was some truth to his act. Still it doesn't change what he did does it? Besides when I think of how it was him our angelic protector that destroyed us I am reminded of one simple and absolute truth."

"What is that?"

"That Lucifer the Devil the most evil and abominable of all beings was once an angel. The most evil being in all of theology once stood as a shining beacon of light. Just like Ward once stood as shining beacon for us. Though Ward is not entirely to blame."

"What are you saying?" Coulson asked confused.

"I'm saying that we are as much to blame for the devastation Ward's deception caused as he was. After all we put him up on a pedestal which no doubt blinded us to his faults. We saw him as who we needed him to be rather than who he truly was a monster."

"I suppose you're right about that." Coulson nodded in agreement "Now what do you want to talk about Fitz?"

"Ah, yes well I wanted to tell you I've been thinking and I think it's time I left S.H.I.E.L.D. I understand it may seem out of the blue but I need to get out into the world and actually make a difference."

Coulson gave Fitz a skeptical look "Are you saying you don't make a difference working with us?"

"I'm only being practical Coulson what does S.H.I.E.L.D. do besides gather technology and monitor super powered humans I joined to help people make a difference not stay cooped up in a lab all day playing mad scientist."

"Is that what you think you do Fitz? I can assure you the work we do is important."

"Really? Tell me then Coulson has S.H.I.E.L.D. made progress in curing Cancer, HIV, Ebola, please regale me with the ways you've helped humanity other than carrying on as a glorified police force." Fitz took a deep breath to calm down "Look I'm sorry I don't mean to lose my temper it's just I need to move on Coulson can you understand that?"

"I think I can Fitz. After all there comes a time in every man's life where he has to find his purpose."

"Well then I guess this is goodbye take care Coulson." Fitz extended his hand, Coulson did the same and the two comrades shook hands saying goodbye.

"Ah!" Coulson shouted reacting to what felt like a sting of static electricity.

"Oh sorry it must be my ring, old family heirloom. Well if there's nothing else Coulson I'll be going." Fitz started to walk out the door but stopped he turned back to look at Coulson a nostalgic smile filling his face "I know a lot of people say this Coulson so first I want to say I think of you like a father Coulson so you'll know. It's not personal what I'm doing you've taught me sacrifices for the greater good are necessary and I realize this is a sacrifice I need to make so when I say this wasn't personal you know I'm telling the truth. For what it's worth this is very hard for me to do and it's important you know that."

Coulson couldn't help but smile at his old friend look up on him with affection "It's okay I understand there comes a time in a man's life when he has to move on and start a new chapter goodbye Fitz."

"Goodbye Coulson I'll miss you I truly mean that." With that Fitz closed the door.

**The Fortress of Solitude…**

Clark was reading a newspaper published by his late father's favorite newspaper the Daily Planet a rather over the top name but still it was a good source of information because it was one of few that covered events concerning organizations like Hydra, A.I.M. and of course S.H.I.E.L.D. Clark particularly loved the articles written by a woman known as Lois Lane she had a certain flare that he liked.

I mean this was a woman that didn't back down or take crap from anyone she even made Nick Furry sweat during an interview that was the first time Clark saw her and boy did she take his breath away and she also might have embarrassed Nick Furry and damaged his pride beyond all hope of repair. Needless to say she made quite an impression on Clark and he'd been a fan ever since.

The article was mostly about S.H.I.E.L.D. about how the latest scandals had put into question whether S.H.I.E.L.D. could be trusted or not with the public's safety. She really hit home in a few areas and provided thought provoking arguments. In essence Lois was a head strong woman.

Clark was about to put the newspaper away when an article in the corner of the front page caught his eye the head line read: **LEX CORP **_announces its grand opening and vows to lead man kind in a great new age._

"LEX CORP? What kind of a name is LEX CORP?" Clark continued to read the article "_Many anticipate the young company finally getting its feet off the ground and for the company's founder Alexander Joseph Luthor better known as Lex Luthor, reclusive genius to finally make his public appearance at the Stark Expo later this year._" Clark paused for a moment trying to think "Luthor? Why does that name sound familiar? Oh well I suppose it's not important."

**S.H.I.E.L.D. Headquarters, Washington D.C. …**

May walked through the halls checking her watch she wasn't happy Coulson are promised to be on time for their dinner date and instead he was working late again. "Phil? I know you're in there. Look I know you take your job seriously so do I but even I know when it's time to put the job aside." May said knocking on the door after which there was a long pause "Phil? I'm coming in." May looked around at first nothing seemed out of the ordinary then she looked down and saw Coulson lying on the floor. "Phil!" May rushed to Coulson's body shaking him desperately "Phil wake up! Someone call medical! Someone anyone help! Please don't die Phil please don't die!"

**Outside of S.H.I.E.L.D. Headquarters…**

"I think you would understand Coulson why I did what I did I hope you can forgive me I truly did think of you as a father." Fitz mumbled as he exited the building toward a limo his accent slowly changing from English to American.

He got into the limo where he greeted by his driver "Good to see you again Mr. Luthor where to?"

"The airport I have a flight to Metropolis to catch."


End file.
